e.l.f. Beauty to acquire skin care brand Naturium for $355M in cash and stock

e.l.f. Beauty, Inc.

Total consideration of $355M includes ~$70M (600k shares) of e.l.f. stock issued to founders and key management.
Naturium expected ~$90M net sales and ~$17M adj. EBITDA this year; purchase multiple ~4x sales and ~21x EBITDA.
Deal expected to close around Sept. 30, 2023; fiscal 2024 contribution estimated at $48M net sales, $9M adj. EBITDA, $0.04 adj. EPS.
Financed via cash on hand, revolver borrowings, and $115M incremental term loan under amended credit agreement.
Naturium to remain in Los Angeles; founder Susan Yara supports transaction and brand's integration.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

e.l.f. Beauty, Inc. entered into Securities Purchase Agreement with Naturium LLC, TCB-N Prelude Blocker Corp., The Center Brands LLC, Elaine J. Balady valued at $355.0 million total consideration, $72.02 million in stock (effective 2023-08-28).

Action: entry
Agreement: asset purchase
Counterparty: Naturium LLC, TCB-N Prelude Blocker Corp., The Center Brands LLC, Elaine J. Balady
Value: $355.0 million total consideration, $72.02 million in stock
Effective: 2023-08-28

Exact text from the filing

On August 28, 2023 (the “ Signing Date ”), e.l.f. Beauty, Inc., a Delaware corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) by and among the Company, Naturium LLC, a Delaware limited liability company (“ Naturium ”), TCB-N Prelude Blocker Corp., a Delaware limited liability company (“ Blocker ”), The Center Brands LLC, a Delaware limited liability company (“ TCB ”), Elaine J. Balady, an individual (together with TCB, the “ Naturium Sellers ”), TCB Prelude Holdings, LLC, a Delaware limited liability company (together with the Naturium Sellers, the “ Sellers ” and each, a “ Seller ”), e.l.f. Cosmetics, Inc., a Delaware corporation (“ e.l.f. Cosmetics ”), and TCB, in its capacity as the Sellers’ representative (the “ Representative ”).

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e.l.f. Beauty, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-222959

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